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Company Share Sale Agreement

Company Share Sale Agreement Template for Nigeria

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Key Requirements PROMPT example:

Company Share Sale Agreement

"I need a Company Share Sale Agreement under Nigerian law for the sale of 60% shares in my private manufacturing company to a local buyer, with completion scheduled for March 2025 and payment in three installments."

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Document background
The Company Share Sale Agreement is a crucial document used in Nigerian business transactions when transferring ownership of company shares from one party to another. It is essential for both private and public companies, though additional regulations apply for publicly listed entities. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act 2007, and relevant tax laws. It typically includes detailed provisions on share valuation, payment mechanisms, warranties, representations, and regulatory compliance requirements. This document is particularly important as it provides legal protection for both parties and ensures proper documentation for regulatory authorities including the Corporate Affairs Commission. The agreement should be carefully drafted to address specific transaction requirements while maintaining compliance with Nigerian corporate law and practice.
Suggested Sections

1. Parties: Identification of the seller(s), buyer(s), and the company whose shares are being sold

2. Background: Recitals explaining the context of the transaction and company information

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Sale and Purchase: Core agreement to sell and purchase the shares

5. Purchase Price: Amount, payment terms, and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Mechanics and requirements for closing the transaction

9. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity

10. Buyer's Warranties: Warranties regarding buyer's capacity and funding

11. Limitations on Liability: Limitations on warranty claims and general liability

12. Tax Covenants: Tax-related obligations and indemnities

13. Confidentiality: Obligations regarding transaction and company information

14. Announcements: Rules for public statements about the transaction

15. Further Assurance: Obligations to take additional steps to effect the transaction

16. Notices: Process for formal communications between parties

17. General Provisions: Standard boilerplate clauses including governing law, jurisdiction

Optional Sections

1. Non-Competition Covenant: Restrictions on seller's future competing activities - include when seller has key business knowledge

2. Employee Matters: Specific provisions regarding key employees - include when management retention is crucial

3. Earn-out Provisions: Structure for additional payments based on future performance - include when price includes contingent elements

4. Break Fee: Compensation if deal fails - include for complex transactions with significant due diligence costs

5. Foreign Investment Provisions: Special provisions for foreign buyers - include when buyer is non-Nigerian

6. Regulatory Compliance: Special regulatory requirements - include for regulated industries

7. Post-Completion Adjustments: Mechanisms for price adjustments - include when based on completion accounts

8. Transitional Services: Post-completion support arrangements - include when seller provides crucial services

Suggested Schedules

1. Share Details: Details of shares being sold including share certificates

2. Purchase Price Calculation: Detailed methodology for calculating the final purchase price

3. Warranties: Detailed warranties about the company and its business

4. Disclosure Letter: Seller's disclosures against the warranties

5. Company Information: Key details about the company including corporate documents

6. Properties: Details of company's real estate assets

7. Material Contracts: List and details of important company contracts

8. Intellectual Property: Schedule of company's IP rights

9. Completion Requirements: Detailed list of completion deliverables

10. Form of Resignation Letters: Template resignation letters for departing directors

11. CAC Forms: Required Corporate Affairs Commission forms

12. Bank Accounts: Details of company bank accounts and signatories

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions















































Clauses








































Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Energy

Healthcare

Retail

Agriculture

Telecommunications

Mining

Construction

Professional Services

Transportation

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Tax

Risk Management

Corporate Development

Mergers & Acquisitions

Treasury

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Banker

Financial Director

Managing Director

Board Director

Tax Manager

Compliance Officer

Corporate Finance Manager

Business Development Director

Mergers & Acquisitions Manager

Risk Manager

Transaction Advisory Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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